Sionna Therapeutics Inc.

10/01/2025 | Press release | Distributed by Public on 10/01/2025 16:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Booth Bruce
2. Issuer Name and Ticker or Trading Symbol
Sionna Therapeutics, Inc. [SION]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SIONNA THERAPEUTICS, INC., 21 HICKORY DRIVE, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025
(Street)
WALTHAM, MA 02451
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/29/2025 S(1) 54,637 D $30.09(2) 2,831,656 I By Atlas Venture Fund XI, L.P.(3)
Common Stock 09/29/2025 S(4) 11,468 D $30.09(2) 796,259 I By Atlas Venture Opportunity Fund II, L.P.(5)
Common Stock 09/30/2025 S(1) 10,239 D $30.06(6) 2,821,417 I By Atlas Venture Fund XI, L.P.(3)
Common Stock 09/30/2025 S(4) 2,149 D $30.06(6) 794,110 I By Atlas Venture Opportunity Fund II, L.P.(5)
Common Stock 10/01/2025 S(1) 165 D $29.95 2,821,252 I By Atlas Venture Fund XI, L.P.(3)
Common Stock 10/01/2025 S(4) 35 D $29.95 794,075 I By Atlas Venture Opportunity Fund II, L.P.(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Booth Bruce
C/O SIONNA THERAPEUTICS, INC.
21 HICKORY DRIVE, SUITE 500
WALTHAM, MA 02451
X

Signatures

/s/ Ommer Chohan, Attorney-in-Fact 10/01/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Atlas Venture Fund XI, L.P. on February 25, 2025.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.95 to $30.41 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (6).
(3) These shares are held directly by Atlas Venture Fund XI, L.P. ("AVF XI "). The general partner of AVF XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. The Reporting Person is a member of AVA XI LLC and disclaims beneficial ownership of such securities held by AVF XI, except to the extent of his pecuniary interest therein, if any.
(4) This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Atlas Venture Opportunity Fund II, L.P. on February 25, 2025.
(5) These shares are held directly by Atlas Venture Opportunity Fund II, L.P. ("AVOF II"). The general partner of AVOF II is Atlas Venture Associates Opportunity II, L.P. ("AVAO II LP"). Atlas Venture Associates Opportunity II, LLC ("AVAO II LLC") is the general partner of AVAO II LP. The Reporting Person is a member of AVAO II LLC and disclaims beneficial ownership of such securities held by AVOF II, except to the extent of his pecuniary interest therein, if any.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.95 to $30.20 inclusive.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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